Theodore W. Tozer
PennyMac Financial ServicesAbout Theodore W. Tozer
Independent director at PennyMac Financial Services, Inc. since August 2017; age 68. Former President of Ginnie Mae (Feb 2010–Jan 2017), currently a non-resident fellow at the Urban Institute; credentials include B.S. in Accounting and Finance (Indiana University), CPA (inactive), and Certified Management Accountant. The Board determined he is independent under NYSE rules; he chairs PFSI’s Risk Committee and also serves on the Audit and Related Party Matters Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Government National Mortgage Association (Ginnie Mae) | President | Feb 2010–Jan 2017 | Led U.S. government mortgage securitization program |
| National City Mortgage Company | Senior Vice President, Capital Markets | Not disclosed | Mortgage capital markets leadership |
| Milken Institute, Center for Financial Markets | Senior Fellow | Jun 2017–Jan 2022 | Research on financial markets |
| Mortgage Bankers Association (MBA) | Chairman, Capital Markets Committee; Residential Board of Governors member | Not disclosed | Industry governance and standards |
| Fannie Mae / Freddie Mac | Charter member, National Lender Advisory Boards | Not disclosed | Agency relations and lender advisory |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Urban Institute | Non-resident fellow | Current | Focus on housing issues |
Board Governance
| Item | Detail |
|---|---|
| Committees | Risk (Chair), Audit (Member), Related Party Matters (Member) |
| Committee meetings (FY2024) | Audit: 12; Risk: 4; Related Party Matters: 5 |
| Board meetings (FY2024) | Board held 15 meetings; all incumbent directors attended ≥75% of meetings of Board/committees served |
| Independence | Board determined Tozer is independent; 82% of directors independent |
| 2025 election outcome | Votes For: 45,547,476; Against: 12,413; Abstentions: 1,591; Broker non-votes: 4,104,588 |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Base annual retainer | 92,500 | Applies to all non-management directors |
| Audit Committee member fee | 10,000 | |
| Related Party Matters Committee member fee | 7,750 | |
| Risk Committee member fee | 10,000 | |
| Risk Committee chair fee | 12,000 | |
| Total fees earned (FY2024) | 132,250 | Sum of retainer + committee fees; matches 2024 director compensation table |
| Equity grant (annual RSU, FY2024) | 157,460 | Grant-date fair value; vests on first anniversary |
| RSUs granted (FY2024) | 1,854 | Grant-date price $84.93 per share |
| Policy: shares in lieu of cash | Allowed; fully vested shares may replace cash fees at director’s election |
Performance Compensation
| Feature | Detail |
|---|---|
| Performance-based pay | Non-management directors do not have performance-conditioned cash or PSU awards; annual director RSUs are time-based |
| Vesting | Director RSUs vest on the first anniversary of grant date |
| Change-of-control | If not assumed/substituted/continued, director equity awards become fully vested upon change of control |
| Anti-hedging/pledging | Directors are restricted from hedging, pledging, short sales, trading in options or on margin |
Other Directorships & Interlocks
| Company/Entity | Role | Current/Prior | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other current public boards disclosed for Tozer |
| PMT relationship oversight | Related Party Matters Committee member | Current | Committee oversees conflicts between PFSI and PMT/related entities |
| HCP stockholder agreement | Board nomination/committee rights | Current | HCP can nominate directors and a committee member, indicating large holder influence; not specific to Tozer |
Expertise & Qualifications
- Mortgage finance and agency relations expertise (Ginnie Mae President; advisory roles with Fannie Mae/Freddie Mac; MBA governance) .
- Accounting/finance background; CPA (inactive) and CMA credentials .
- Risk oversight leadership as Risk Committee Chair, including cybersecurity, IT/data privacy, production/servicing, credit, compliance, climate, and litigation risk domains .
Equity Ownership
| Metric | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 23,488 | Mar 31, 2025 | Less than 1% of outstanding; none pledged as security |
| Shares outstanding (reference) | 51,658,984 | Mar 31, 2025 | Basis for ownership percentages |
| RSUs held (unvested, FY2024 grant) | 1,854 | Dec 31, 2024 | As disclosed for non-management directors |
| Stock ownership guideline | ≥5x base annual retainer (common + unvested RSUs) | Ongoing | Directors with ≥5 years on Board are in compliance; Tozer qualifies (since 2017) |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | SEC Filing URL |
|---|---|---|---|---|---|---|
| 2025-02-14 | 2025-02-19 | A (Award) | 1,547 | $0 | 25,035 | |
| 2024-02-29 | 2024-03-04 | A (Award) | 1,854 | $0 | 23,488 |
Governance Assessment
- Committee leadership: As Risk Committee Chair, Tozer is central to oversight of enterprise risk, including cybersecurity, IT/data privacy, production/servicing, credit, compliance, climate, and litigation risks—material to investor confidence in a mortgage platform .
- Independence and attendance: Board affirmed his independence; Board held 15 meetings in FY2024 with all incumbents meeting ≥75% attendance; signals engagement .
- Election support: Very high shareholder support for re-election in 2025 (45,547,476 For vs. 12,413 Against); strong investor confidence signal .
- Director pay structure: Cash retainer plus time-based RSUs; no performance metrics tied to director compensation; Compensation Committee’s 2024 review recommended no changes despite market increases—conservative stance .
- Ownership alignment: Holds common shares and unvested RSUs; robust director ownership guideline (≥5x base retainer); directors with ≥5 years are in compliance, including Tozer; anti-hedging/pledging restrictions enhance alignment .
- Conflicts oversight: Service on Related Party Matters Committee mitigates potential conflicts with PMT/related parties; no related-party transactions involving Tozer disclosed; Board’s independence determination notes no material relationships beyond director/shareholder .
RED FLAGS: None disclosed specific to Tozer (no pledging; no related-party transactions; strong re-election vote). Governance complexity from HCP’s nomination/committee rights warrants ongoing monitoring of Board independence dynamics, though not a Tozer-specific conflict .
Say-on-Pay & Shareholder Feedback (Context)
- 2025 advisory vote on executive compensation: For 41,280,206; Against 4,240,564; Abstentions 40,710; broker non-votes 4,104,588 .
- Historical support: 2024 ~99.0%, 2023 ~82.6%, 2022 ~98.7% For (advisory); Board cites stakeholder engagement and pay-for-performance design .
Director Compensation Summary (Tozer, FY2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 132,250 |
| Stock Awards (RSUs) | 157,460 |
| Total | 289,750 |
Director RSU Grant Details (FY2024)
| Grant Date | Shares | Grant-Date Price | Fair Value | Vesting |
|---|---|---|---|---|
| 2024-02-29 | 1,854 | $84.93 | $157,460 | Vests on first anniversary |
Policies Relevant to Alignment and Risk
- Anti-hedging/anti-pledging policy for directors, officers, employees (no hedging, pledging, short sales, options, margin trading) .
- Director equity acceleration upon change-of-control if awards not assumed/substituted/continued .
- Annual Board/committee performance evaluations facilitated by external evaluator; focus on operations, accountability, and committee performance .